- Current report filing (8-K)
February 17 2012 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF
1934
Date of report (Date of earliest event reported) February 14, 2012
The Hallwood Group Incorporated
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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1-8303
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51-0261339
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3710 Rawlins, Suite 1500
Dallas, Texas
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75219
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(Address of Principal Executive Offices)
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(Zip Code)
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(214) 528-5588
(Registrants Telephone Number, Including Area Code)
(Former Name
or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
Effective February 14, 2012, The Hallwood Group Incorporated (the Company) and certain other parties entered into a Confidential Settlement Agreement and Mutual Release of Claims (the
Settlement Agreement) relating to the previously reported litigation relating to Hallwood Energy, L.P. The Settlement Agreement effectively settles the claims by Hall Phoenix/Inwood, Ltd., the Trustee of the Hallwood Energy I
Creditors Trust, and their related parties (the Plaintiffs) against the Company and its related parties other than the claims in
Ray Balestri, Trustee of the Hallwood Energy I Creditors Trust, as successor in interest to
Hallwood Energy, L.P., Plaintiffs and FEI Shale L.P. and Hall Phoenix/Inwood Ltd., Plaintiffs in Intervention vs. The Hallwood Group Incorporated, Defendant
; Adversary No. 09-03082-SGJ (the Adversary Proceeding) in which the
Bankruptcy Court issued the Proposed Findings of Fact, Conclusions of Law and Judgment Awarding Various Monetary Damages (the Proposed Findings) on July 25, 2011.
The terms of the Settlement Agreement include the payment by the Company of $1.8 million, in addition to payments by other defendants and
the Companys insurance carrier. Under the Settlement Agreement, the Plaintiffs release the Company, its current and former directors and officers, the former directors and officers of the general partner of Hallwood Energy, L.P. and various
entities related to the foregoing persons from all claims asserted in or relating to (i)
Hall Phoenix/Inwood Ltd. and Hall Performance Energy Partners 4, Ltd. v. The Hallwood Group Incorporated, et al.
in the United States Bankruptcy
Court for the Northern District of Texas, Dallas Division, Adversary No. 10-03358; (ii)
Ray Balestri, Trustee of the Hallwood Energy I Creditors Trust v. Anthony J. Gumbiner, et al.
in the United States Bankruptcy Court for
the Northern District of Texas, Dallas Division, Adversary No. 10-03263; and (iii) another suit in which the Company is not named as a party, and any other claims based on the facts alleged in the foregoing matters or that could have been
alleged in the foregoing matters, other than the claims against the Company asserted in the Adversary Proceeding or any claims required to enforce any final judgment entered against the Company in the Adversary Proceeding. Similarly, the defendants
release the Plaintiffs from all claims based on the facts alleged in the foregoing matters or that could have been alleged in the foregoing matters, other than any claims or defenses the defendants may have in the Adversary Proceeding.
The Adversary Proceeding remains pending and the Proposed Findings are being reviewed by the United States District Court, along with
objections all parties have made to the Proposed Findings. The District Court will enter a final judgment that either adopts, modifies, or rejects the Proposed Findings. The timing of the District Courts action cannot be predicted, but may
occur at any time.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: February 17, 2012
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THE HALLWOOD GROUP INCORPORATED
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By:
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/s/ Richard Kelley
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Name:
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Richard Kelley
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Title:
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Vice President & Chief Financial Officer
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